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Business Combinations | 12 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Business Combinations | Business Combinations Quixote Acquisition On August 31, 2022 (“Quixote Acquisition Date”), the Company acquired 100% of the equity interests in Quixote, which rents sound stages, cast trailers and trucks and other equipment essential for media content production and will expand the Company’s service offerings for its studio platform. The following table summarizes the Quixote Acquisition Date fair value of the consideration transferred in connection with the acquisition:
Cash | $ | 199,098 |
Seller note | 160,000 |
Total consideration | $ | 359,098 |
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Quixote Acquisition Date, which are provisional measurements and subject to change:
Cash and cash equivalents | $ | 5,780 |
Accounts receivable | 7,238 |
Prepaid expenses and other assets | 3,788 |
Investment in real estate(1) | 47,741 |
Non-real estate property, plant and equipment | 65,939 |
Intangible assets | 76,900 |
Operating lease right-of-use assets | 106,115 |
Total assets acquired | 313,501 |
Accounts payable, accrued liabilities and other | $ | 12,700 |
Operating lease liabilities | 95,112 |
Total liabilities assumed | 107,812 |
Net identifiable assets acquired | $ | 205,689 |
Goodwill | 153,409 |
NET ASSETS ACQUIRED | $ | 359,098 |
_____________ 1.Represents leasehold improvements related to Quixote’s leasehold interests in studio properties. Of the $76.9 million of intangible assets acquired as part of the Quixote acquisition, $28.6 million was assigned to the registered trade name, which is not subject to amortization. The remaining $48.3 million of acquired intangible assets includes customer relationships of $45.4 million (seven-year useful life) and non-compete agreements of $2.9 million (five-year weighted-average useful life). The finite-lived intangible assets are subject to a weighted-average useful life of approximately seven years. Goodwill of $153.4 million for the Quixote acquisition was recognized in connection with the transaction. The goodwill recognized is attributable to expected synergies and the assembled workforce of Quixote. The goodwill has been allocated to the studio reporting unit. Goodwill is deductible for tax purposes and, as a result, deferred taxes have been recorded. During the year ended December 31, 2022, the Company recognized acquisition-related costs of $8.7 million for the Quixote acquisition. These costs are included in transaction-related expenses on the Consolidated Statement of Operations. The amounts of revenue and loss from operations of Quixote included in the Company’s Consolidated Statement of Operations from the Quixote Acquisition Date to December 31, 2022 are as follows:
Revenue | $ | 33,200 |
Loss from operations | $ | (5,290) |
The following represents the pro forma Consolidated Statements of Operations as if the results of operations of Quixote had been included in the consolidated results of the Company for the years ended December 31, 2022 and 2021:
| Year Ended December 31, 2022 |  | Year Ended December 31, 2021
Revenue | $ | 1,090,857 |  |  | $ | 982,985 |
Net (loss) income | $ | (17,715) |  |  | $ | 38,508 |
The amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Quixote to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on January 1, 2021. Zio and Star Waggons Acquisitions On August 16, 2021 and August 31, 2021 (each an “Acquisition Date” individually, and collectively, the “Acquisition Dates”), the Company acquired 100% of the equity interests in Zio and Star Waggons, respectively. The acquired businesses provide transportation and logistics services to studio productions and their acquisition will expand the Company’s service offerings for its studio platform. The following table summarizes the Acquisition Date fair value of the consideration transferred in connection with the acquisitions:
| Zio |  | Star Waggons
Cash | $ | 117,198 |  |  | $ | 92,656 |
Contingent consideration | 22,543 |  |  | — |
Total consideration | $ | 139,741 |  |  | $ | 92,656 |
The terms of the Zio securities purchase agreement require the Company to pay up to $35.0 million of additional consideration (the “earnout”) to the business’s former shareholders, subject to certain performance thresholds being met, of which $15.0 million has been paid through December 31, 2022. As of December 31, 2022, the fair value of the remaining earnout liability was $9.3 million. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the respective Acquisition Dates:
| Zio |  | Star Waggons
Cash and cash equivalents | $ | 1,084 |  |  | $ | 300 |
Accounts receivable | 3,001 |  |  | 4,185 |
Prepaid expenses and other assets | 1,509 |  |  | 1,605 |
Non-real estate property, plant and equipment | 23,399 |  |  | 25,000 |
Intangible assets | 41,670 |  |  | 33,480 |
Total assets acquired | 70,663 |  |  | 64,570 |
Accounts payable, accrued liabilities and other | $ | 1,498 |  |  | $ | 1,913 |
Intangible liabilities | — |  |  | 110 |
Total liabilities assumed | 1,498 |  |  | 2,023 |
Net identifiable assets acquired | $ | 69,165 |  |  | $ | 62,547 |
Goodwill | 70,576 |  |  | 30,109 |
NET ASSETS ACQUIRED | $ | 139,741 |  |  | $ | 92,656 |
Of the $41.7 million of intangible assets acquired as part of the Zio acquisition, $8.5 million was assigned to the registered trade name, which is not subject to amortization. The remaining $33.2 million of acquired intangible assets includes customer relationships of $30.0 million (seven-year useful life) and non-compete agreements of $3.0 million (five-year weighted-average useful life). The finite-lived intangible assets are subject to a weighted-average useful life of approximately seven years. Of the $33.5 million of intangible assets acquired as part of the Star Waggons acquisition, $8.6 million was assigned to the registered trade name, which is not subject to amortization. The remaining $24.9 million of acquired intangible assets includes customer relationships valued at $22.5 million (seven-year useful life) and non-compete agreements valued at $2.3 million (five-year weighted-average useful life). The finite-lived intangible assets are subject to a weighted-average useful life of approximately seven years. Goodwill of $70.6 million and $30.1 million for the Zio and Star Waggons acquisitions, respectively, was recognized on the respective Acquisition Dates. The goodwill recognized is attributable to the expected synergies and the assembled workforce of Zio and Star Waggons. The goodwill has been allocated to the studio services reporting unit. Goodwill is deductible for tax purposes and as a result, deferred taxes have been recorded. As of December 31, 2022, there were no changes in the recognized amounts of goodwill resulting from these acquisitions. During the year ended December 31, 2021, the Company recognized acquisition-related costs of $3.4 million and $2.4 million for the Zio and Star Waggons acquisitions, respectively. These costs are included in transaction-related expenses on the Consolidated Statement of Operations. The amounts of revenue and income from operations of Zio and Star Waggons included in the Company’s Consolidated Statements of Operations from each respective Acquisition Date to December 31, 2021 are as follows:
| Zio |  | Star Waggons
Revenue | $ | 11,419 |  |  | $ | 9,651 |
Income from operations | $ | 2,395 |  |  | $ | 2,947 |
The following represents the pro forma Consolidated Statements of Operations as if the results of operations of Zio and Star Waggons had been included in the consolidated results of the Company for the years ended December 31, 2021 and 2020:
| Year Ended December 31, 2021 |  | Year Ended December 31, 2020
Revenue | $ | 933,229 |  |  | $ | 830,463 |
Net income | $ | 38,884 |  |  | $ | 8,159 |
The amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Zio and Star Waggons to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on January 1, 2020.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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